-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQqAymrKz9uv5DyzR3tdfmR/bfO33/XkrKMd3uTBHFgPtF9AJpVj/1jeYJW26FkB Y0fKWmNsXDHWb3N1RMNm0w== 0000950123-00-011222.txt : 20001207 0000950123-00-011222.hdr.sgml : 20001207 ACCESSION NUMBER: 0000950123-00-011222 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001205 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 138053260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08056 FILM NUMBER: 783806 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 8-K 1 y43324e8-k.txt HANOVER DIRECT, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 5, 2000 ------------------------ HANOVER DIRECT, INC. ------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 1-12082 ---------------------------------- (COMMISSION FILE NUMBER) DELAWARE 13-0853260 ----------------------------------- ----------------------------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NUMBER) 1500 HARBOR BOULEVARD WEEHAWKEN, NEW JERSEY 07087 ----------------------------------- -------------- (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 863-7300 ------------------- - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS. On December 5, 2000, Tom Shull was elected President, Chief Executive Officer and a member of the Board of Directors of Hanover Direct, Inc., a Delaware corporation (the "Company"). Mr. Shull replaces Rakesh Kaul who resigned effective immediately. In November 2000, Mr. Jan P. du Plessis resigned as a member of the Board of Directors of the Company. On December 5, 2000, Mr. Eloy Michotte and Mr. Alan Grieve were elected as members of the Board of Directors of the Company and the Board of Directors was reduced in size to 10 members. Mr. Michotte was also elected Chairman of the Board succeeding Alan Quasha who remains a member of the Board. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 20.1 Press Release dated December 5, 2000 in regard to (1) the appointment of Tom Shull as President, Chief Executive Officer and a member of the Board of Directors of the Company replacing Rakesh Kaul who resigned and (2) the election of Eloy Michotte as Chairman of the Board succeeding Alan Quasha who remains a member of the Board of Directors. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HANOVER DIRECT, INC. --------------------------------------------------- (Registrant) December 5, 2000 By: /s/ Brian C. Harriss --------------------------------------------------- Name: Brian C. Harriss Title: Senior Vice President and Chief Financial Officer EX-20.1 2 y43324ex20-1.txt PRESS RELEASE 1 Exhibit 20.1 [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc. Brian C. Harriss Sr. VP - Chief Financial Officer (201) 272-3224 Tel: (212) 869-8230 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- HANOVER DIRECT, INC. APPOINTS TOM SHULL CHIEF EXECUTIVE OFFICER WEEHAWKEN, NJ - December 5, 2000 - Hanover Direct, Inc. (AMEX:HNV), announced today that the Company's Board of Directors has appointed Tom Shull, 49, President, Chief Executive Officer and a member of the Board. Mr. Shull replaces Rakesh Kaul, who resigned, effective immediately. Additionally, the Board of Directors elected Eloy Michotte, 52, Chairman, succeeding Alan Quasha who remains a member of the Board. Mr. Shull will be responsible for day-to-day operations of the Company including business development, strategic planning as well as identifying and enhancing the Company's operational "best practices." "Mr. Shull joins Hanover Direct with a proven track record in the management of retail businesses and a unique ability to infuse new ideas successfully and revitalize companies," stated Eloy Michotte, Chairman of Hanover Direct. "Mr. Shull will provide valuable contributions to our operational structure and help the Company work much more effectively." Mr. Shull possesses a strong retail and operational background. He led the much-heralded turnaround of Barneys and was a key factor in Macy's recovery from bankruptcy and merger with Federated Department Stores. While at Barneys, Mr. Shull was responsible for an EBITDA improvement of more than $20 million in 20 months on a $350 million sales base and comparable store 2 sales increases of over 12% in the same time period, driving Barneys successful emergence from bankruptcy in January 1999. During his more than 20-year career, Mr. Shull has held senior management positions at a number of companies including idealab!, Federated Department Stores and Merry-Go-Round Enterprises. He has also served as a consultant with McKinsey & Company. "Hanover's brands are category leaders and the Company is a well-known fulfillment and e-commerce services provider," stated Mr. Shull. "I look forward to working with the Board and management team to leverage the strength of our brands and build on the Company's core competencies." Mr. Michotte is an Executive Director of Richemont SA. Mr. Michotte oversees corporate financial matters for the Richemont group of companies. Prior to Richemont, Mr. Michotte held senior management positions with Ford Motor Company, McKinsey & Company and Bankers Trust Company. ABOUT HANOVER DIRECT, INC. Hanover Direct, Inc. (AMEX: HNV) and its business units provide quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers, as well as a comprehensive range of Internet, e-commerce, and fulfillment services to businesses. Hanover Brands, Inc. is comprised of the Company's catalog and e-commerce web site portfolio of home fashions, apparel and gift brands, including DOMESTICATIONS, THE COMPANY STORE, COMPANY KIDS, TURIYA, DOMESTICATIONS KITCHEN & GARDEN, KITCHEN & HOME, ENCORE, IMPROVEMENTS, THE SAFETY ZONE, SILHOUETTES, INTERNATIONAL MALE, 3 UNDERGEAR, SCANDIA DOWN, and GUMP'S BY MAIL. Hanover Direct is the exclusive distributor of the COMPAGNIE DE LA CHINE brand in North America; the Company owns GUMP'S, a retail store based in San Francisco; and the Company has a majority equity stake in ALWAYS IN STYLE, LLC. Each brand can be accessed on the Internet individually by name. erizon, Inc. is comprised of Keystone Internet Services, Inc. (WWW.KEYSTONEINTERNET.COM), the Company's third party, end-to-end, fulfillment, logistics and e-care provider, and Desius, LLC, the Company's joint venture with RS Software (India), Ltd., offering 24/7-web shop services and e-commerce systems development. The subsidiary also services the logistical, IT and fulfillment needs of the Hanover Brands, Inc. Information on Hanover Direct, including each of its subsidiaries, can be accessed on the Internet at WWW.HANOVERDIRECT.COM. -----END PRIVACY-ENHANCED MESSAGE-----